Exhibit
4.4


CNH EQUIPMENT TRUST 2007-A

PURCHASE AGREEMENT



between



CNH CAPITAL AMERICA LLC



and



CNH CAPITAL RECEIVABLES LLC



Dated as of March 1, 2007


















TABLE OF CONTENTS


	
  ARTICLE I

  	
   

  	
  CERTAIN DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
  Section 1.2.

  	
  Other Definitional Provisions

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  CONVEYANCE OF RECEIVABLES

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 2.1.

  	
  Conveyance of Purchased Contracts

  	
  2

  
	
   

  	
   

  	
  Section 2.2.

  	
  Conveyance of Subsequent CNHCA Receivables

  	
  3

  
	
   

  	
   

  	
  Section 2.3.

  	
  Intention of the Parties

  	
  4

  
	
   

  	
   

  	
  Section 2.4.

  	
  The Closing

  	
  4

  
	
   

  	
   

  	
  Section 2.5.

  	
  Payment of the Purchase Price

  	
  5

  
	
   

  	
   

  	
  Section 2.6.

  	
  Cross-Collateralization

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 3.1.

  	
  Representations and Warranties of CNHCR

  	
  5

  
	
   

  	
   

  	
  Section 3.2.

  	
  Representations and Warranties of CNHCA

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  CONDITIONS

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 4.1.

  	
  Conditions to Obligation of CNHCR

  	
  12

  
	
   

  	
   

  	
  Section 4.2.

  	
  Conditions to Obligation of CNHCA

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  COVENANTS OF CNHCA

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 5.1.

  	
  Protection of Right, Title and Interest

  	
  15

  
	
   

  	
   

  	
  Section 5.2.

  	
  Other Liens or Interests

  	
  16

  
	
   

  	
   

  	
  Section 5.3.

  	
  Jurisdiction of Organization

  	
  16

  
	
   

  	
   

  	
  Section 5.4.

  	
  Costs and Expenses

  	
  16

  
	
   

  	
   

  	
  Section 5.5.

  	
  Indemnification

  	
  16

  
	
   

  	
   

  	
  Section 5.6.

  	
  Transfer of Subsequent CNHCA Receivables

  	
  16

  
	
   

  	
   

  	
  Section 5.7.

  	
  Cross-Collateralization

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  MISCELLANEOUS PROVISIONS

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 6.1.

  	
  Obligations of CNHCA

  	
  17

  
	
   

  	
   

  	
  Section 6.2.

  	
  Repurchase Events

  	
  17

  
	
   

  	
   

  	
  Section 6.3.

  	
  CNHCR Assignment of Repurchased Receivables

  	
  17

  
	
   

  	
   

  	
  Section 6.4.

  	
  Trust

  	
  17

  
	
   

  	
   

  	
  Section 6.5.

  	
  Amendment

  	
  18

  
	
   

  	
   

  	
  Section 6.6.

  	
  Accountants’ Letters

  	
  18

  
	
   

  	
   

  	
  Section 6.7.

  	
  Waivers

  	
  19

  
	
   

  	
   

  	
  Section 6.8.

  	
  Notices

  	
  19

  
	
   

  	
   

  	
  Section 6.9.

  	
  Costs and Expenses

  	
  19

  
	
   

  	
   

  	
  Section 6.10.

  	
  Representations of CNHCA and CNHCR

  	
  19

  
	
   

  	
   

  	
  Section 6.11.

  	
  Confidential Information

  	
  19

  
	
   

  	
   

  	
  Section 6.12.

  	
  Headings and Cross-References

  	
  19

  
	
   

  	
   

  	
  Section 6.13.

  	
  Governing Law

  	
  20

  
	
   

  	
   

  	
  Section 6.14.

  	
  Counterparts

  	
  20

  



 



 i
 









 


	
  

  	
   

  	
  Section 6.15.

  	
  Severability

  	
  20

  
	
   

  	
   

  	
  Section 6.16.

  	
  Information Requests

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  Form of CNHCA Assignment

  	
   

  
	
  EXHIBIT B

  	
   

  	
  Form of CNHCA Subsequent Transfer Assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE P

  	
  Perfection Representation and Warranties

  	
   

  
						



 



 ii















PURCHASE AGREEMENT (as amended or supplemented from time to time, this
“Agreement”) dated as of March 1, 2007, between CNH CAPITAL AMERICA LLC, a
Delaware limited liability company (“CNHCA”), and CNH CAPITAL RECEIVABLES LLC,
a Delaware limited liability company (“CNHCR”).


RECITALS


WHEREAS, in the regular course of
its business, CNHCA purchases, directly and indirectly, from CIT Bank,
equipment dealers and brokers, and directly originates, Contracts; and


WHEREAS, CNHCA and CNHCR wish to set
forth the terms pursuant to which: 
(1) Contracts having an aggregate Contract Value of approximately
$184,011,912.47 and identified on Schedule A to the CNHCA Assignment (the
“Purchased Contracts”) as of the Initial Cutoff Date are to be sold by CNHCA to
CNHCR on the date hereof and (2) certain Subsequent CNHCA Receivables are
to be sold by CNHCA to CNHCR from time to time on each Subsequent Transfer
Date; and


WHEREAS, CNHCR, as of the Initial
Cutoff Date, owned Contracts previously purchased from CNHCA pursuant to an
Amended and Restated Receivables Purchase Agreement dated as of December 15,
2000 (as amended from time to time, the “Liquidity Receivables Purchase
Agreement”) between CNHCA and CNHCR, having an aggregate Contract Value of
approximately $729,813,470.75 and identified on Schedule A to the
Assignment (the “Owned Contracts”, and together with the Purchased Contracts,
the “Initial Receivables”); and


WHEREAS, the Initial Receivables and
the Subsequent CNHCA Receivables will be transferred by CNHCR, pursuant to the Sale
and Servicing Agreement, to CNH Equipment Trust 2007-A (the “Trust”), which
Trust will issue Certificates representing non-assessable, fully paid,
undivided beneficial interests in, and Notes collateralized by, the Receivables
and the other property of the Trust; and


WHEREAS, CNHCA and CNHCR wish to set
forth herein certain representations, warranties, covenants and indemnities of
CNHCA with respect to the Receivables for the benefit of CNHCR, the Trust, the
Noteholders, any Counterparty and the Certificateholders.


NOW, THEREFORE, in consideration of
the foregoing, other good and valuable consideration and the mutual terms and
covenants contained herein the parties hereto agree as follows:


Article I


Certain
Definitions


Section 1.1.            Definitions.  Capitalized terms used herein and not
otherwise defined herein are defined in Appendix A to the Indenture dated
as of the date hereof between CNH Equipment Trust 2007-A and The Bank of New
York Trust Company, N.A., as Indenture Trustee.



 1
 









Section 1.2.            Other
Definitional Provisions.  (a)
All terms defined in this Agreement shall have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.


(b)           As used in this Agreement and in any
certificate or other document made or delivered pursuant hereto, accounting
terms not defined in this Agreement or in any such certificate or other
document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles as in effect on the date hereof. 
To the extent that the definitions of accounting terms in this Agreement
or in any such certificate or other document are inconsistent with the meanings
of such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall
control.


(c)           The words “hereof”, “herein”,
“hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement; Section, Schedule and Exhibit references contained in this Agreement
are references to Sections, Schedules and Exhibits in or to this Agreement
unless otherwise specified; and the term “including” shall mean “including,
without limitation,”.


(d)           The definitions contained in this
Agreement are applicable to the singular as well as the plural forms of such terms
and to the masculine as well as to the feminine and neuter genders of such
terms.


(e)           References to any law or regulation
refer to that law or regulation as amended from time to time and include any
successor law or regulation.


(f)            References to any agreement refer to
that agreement as from time to time amended or supplemented or as the terms of
such agreement are waived or modified in accordance with its terms.


(g)           References to any Person include that
Person’s successors and assigns.


Article
II


Conveyance
of Receivables


Section 2.1.            Conveyance of Purchased Contracts.  In consideration of CNHCR’s payment of
$184,011,912.47 (the “Initial Purchase Price”) in the manner set out in Section 2.5(a),
CNHCA does hereby sell, transfer, assign, set over and otherwise convey to
CNHCR, without recourse (subject to the obligations herein), all of its right,
title, interest in, to and under (collectively, the “Initial CNHCA Assets”):


(i)            the Purchased Contracts and the
Owned Contracts, including all documents constituting chattel paper included
therewith, and all 



 2
 









obligations of
the Obligors thereunder, including all monies paid thereunder on or after the
Initial Cutoff Date;


(ii)           the security interests in the
Financed Equipment granted by Obligors pursuant to the Purchased Contracts and
the Owned Contracts and any other interest of CNHCA in such Financed Equipment;


(iii)          any proceeds with respect to the
Purchased Contracts and the Owned Contracts from claims on insurance policies
covering Financed Equipment or Obligors;


(iv)          any proceeds from recourse to Dealers
with respect to the Purchased Contracts and the Owned Contracts;


(v)           any Financed Equipment that shall
have secured the Purchased Contracts and the Owned Contracts and that shall
have been acquired by or on behalf of CNHCR; and


(vi)          the proceeds of any and all of the
foregoing.


Insofar
as the grant above relates to Owned Contracts and related property, it is made
for administrative convenience and is not intended to derogate from the prior
conveyance of the Owned Contracts and related property pursuant to the
Liquidity Receivables Purchase Agreement.


Section 2.2.            Conveyance of Subsequent CNHCA
Receivables.  Subject to the
conditions set forth in Section 4.1(b), in consideration of CNHCR’s
delivery on the related Subsequent Transfer Date to or upon the order of CNHCA
of the related Subsequent Purchase Price pursuant to Section 2.5,
CNHCA does hereby sell, transfer, assign, set over and otherwise convey to
CNHCR, without recourse (subject to the obligations herein), all of its right,
title, interest in, to and under (collectively, the “Subsequent CNHCA Assets”;
and together with the Initial CNHCA Assets, the “Assets”):


(i)            the Subsequent CNHCA Receivables
listed on Schedule A to the related CNHCA Subsequent Transfer Assignment,
including all documents constituting chattel paper included therewith, and all
obligations of the Obligors thereunder, including all monies paid thereunder on
or after the related Subsequent Cutoff Date;


(ii)           the security interests in the Financed
Equipment granted by Obligors pursuant to such Subsequent CNHCA Receivables and
any other interest of CNHCA in such Financed Equipment;


(iii)          any proceeds with respect to such
Subsequent CNHCA Receivables from claims on insurance policies covering Financed
Equipment or Obligors;



 3
 









(iv)          any proceeds with respect to such
Subsequent CNHCA Receivables from recourse to Dealers;


(v)           any Financed Equipment that shall
have secured any such Subsequent CNHCA Receivable and that shall have been
acquired by or on behalf of CNHCR; and


(vi)          the proceeds of any and all of the
foregoing.


Section 2.3.            Intention of the Parties.  The parties to this Agreement intend that the
transactions contemplated hereby shall be, and shall be treated as, a purchase
by CNHCR and a sale by CNHCA of the Purchased Contracts and the Subsequent
CNHCA Receivables and not as a lending transaction, such that in the event of a
filing of a petition for relief by or against CNHCA under the Bankruptcy Code,
(i) such Purchased Contracts and Subsequent CNHCA Receivables would not be
property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy
Code, (ii) the bankruptcy court would not compel the turnover of such
Purchased Contracts and Subsequent CNHCA Receivables or collections thereon by
CNHCR to CNHCA under Section 542 of the Bankruptcy Code, and
(iii) the bankruptcy court would determine that payments on such Purchased
Contracts and Subsequent CNHCA Receivables not in the possession of CNHCA would
not be subject to the automatic stay provisions of Section 362(a) of the
Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case.  The foregoing sale, assignment, transfer and
conveyance does not constitute, and is not intended to result in a creation or
assumption by CNHCR of, any obligation or liability with respect to any
Purchased Contract or any Subsequent CNHCA Receivables, nor shall CNHCR be
obligated to perform or otherwise be responsible for any obligation of CNHCA or
any other Person in connection with the Purchased Contracts or the Subsequent
CNHCA Receivables or under any agreement or instrument relating thereto,
including any contract or any other obligation to any Obligor.  If (but only to the extent that) the transfer
of the Assets hereunder is characterized by a court or other governmental
authority as a loan rather than a sale, CNHCA shall be deemed hereunder to have
granted to CNHCR a security interest in all of CNHCA’s right, title and
interest in and to the Assets.  Such security
interest shall secure all of CNHCA’s obligations (monetary or otherwise) under
this Agreement and the other Basic Documents to which it is a party, whether
now or hereafter existing or arising, due or to become due, direct or indirect,
absolute or contingent.  CNHCR shall
have, with respect to the property described in Section 2.1 and Section 2.2,
and in addition to all the other rights and remedies available to CNHCR under
this Agreement and applicable law, all the rights and remedies of a secured
party under any applicable UCC, and this Agreement shall constitute a security
agreement under applicable law.


Section 2.4.            The Closing.  The sale and purchase of the Purchased
Contracts shall take place at a closing at the offices of Kaye Scholer LLC,
Three First National Plaza, 70 West Madison Street, Suite 4100, Chicago,
Illinois 60602 on the Closing Date, simultaneously with the closings
under:  (a) the Sale and Servicing
Agreement, (b) the Trust Agreement, (c) the Administration Agreement
and (d) the Indenture.



 4
 









Section 2.5.            Payment of the Purchase Price.


(a)           Purchased
Contracts.  The Initial
Purchase Price is payable as follows: 
(i) partially in cash on the Closing Date, and (ii) the
remainder shall be deemed to have been added to the outstanding balance of the
subordinated note, dated as of December 15, 2000, payable by CNHCR to CNHCA and
executed in connection with the Liquidity Receivables Purchase Agreement.


(b)           Subsequent
CNHCA Receivables.  As
consideration for the conveyance of Subsequent CNHCA Receivables pursuant to Section 2.2,
CNHCR shall pay or cause to be paid to CNHCA on each Subsequent Transfer Date
an amount (a “Subsequent Purchase Price”) equal to the aggregate Contract Value
of the Subsequent CNHCA Receivables as of the related Subsequent Cutoff Date,
plus any premium or minus any discount agreed upon by CNHCA and CNHCR.  Any Subsequent Purchase Price shall be
payable as follows:  (i) cash in the
amount released to CNHCR in respect of the Subsequent CNHCA Receivables from
the Pre-Funding Account pursuant to Section 5.8(a) of the Sale and
Servicing Agreement shall be paid to CNHCA on the related Subsequent Transfer
Date; and (ii) the balance shall be paid in cash as and when amounts are
released to, or otherwise realized by, CNHCR from the Spread Account, the
Negative Carry Account, and the Principal Supplement Account in accordance with
the Sale and Servicing Agreement, or otherwise are available for such purpose.


Section 2.6.            Cross-Collateralization.  To the extent CNHCA retains any interest in
any item of Financed Equipment securing the repayment of any Receivable, as a
result of the related Obligor agreeing to cross-collateralize all obligations
owed by such Obligor to CNHCA or otherwise, CNHCA acknowledges and agrees that
its interest in the Financed Equipment shall be expressly subordinate and
junior in priority to the repayment of all amounts outstanding under such
Receivable prior to becoming available to pay any amount outstanding under any
other obligation owed by such Obligor to CNHCA. 
CNHCA hereby represents, warrants and covenants that NH Credit has not
retained, and will not retain, any interest in any item of Financed Equipment
securing the repayment of any Receivable, whether as a result of the related
Obligor agreeing to cross-collateralize obligations or otherwise.


Article
III


Representations
and Warranties


Section 3.1.            Representations and Warranties of
CNHCR.  CNHCR hereby represents and
warrants to CNHCA as of the date hereof and as of the Closing Date:


(a)           Organization
and Good Standing.  CNHCR has
been duly organized and is validly existing as a limited liability company in
good standing under the laws of the State of Delaware, with the power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted, and had at all
relevant times, and has, the power and authority to acquire, own and sell the
Receivables.



 5
 









(b)           Due
Qualification.  CNHCR is duly
qualified to do business as a foreign limited liability company in good
standing, and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of property or the conduct of its
business shall require such qualifications, except where the failure to be so
qualified and have such licenses and approvals would not have a material
adverse effect on the Trust Estate, CNHCR’s performance of its obligations
under the Basic Documents to which it is a party, or the business or condition
(financial or otherwise) of CNHCR or impair the validity or enforceability of
any Receivable.


(c)           Power
and Authority.  CNHCR has the
power and authority to execute and deliver this Agreement and to carry out its
terms; and the execution, delivery and performance of this Agreement have been
duly authorized by CNHCR by all necessary limited liability company action.


(d)           Binding
Obligation.  This Agreement
constitutes a legal, valid and binding obligation of CNHCR enforceable against
CNHCR in accordance with its terms.


(e)           No
Violation.  The consummation
of the transactions contemplated by this Agreement and the fulfillment of the
terms hereof do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under, the certificate of formation, limited liability company
agreement or by-laws of CNHCR, or any indenture, agreement or other instrument
to which CNHCR is a party or by which it is bound; or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than the Sale and
Servicing Agreement and the Indenture); or violate any law or, to the best of
CNHCR’s knowledge, any order, rule or regulation applicable to CNHCR of any
court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over CNHCR or its
properties.


(f)            No
Proceedings.  As of the date
of the Underwriting Agreement, Prospectus Date and the Closing Date, there are
no proceedings or investigations pending or, to CNHCR’s knowledge, threatened
against CNHCR, before any court, regulatory body, administrative agency or
other tribunal or governmental instrumentality having jurisdiction over CNHCR
or its properties:  (i) asserting
the invalidity of this Agreement, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Agreement, or
(iii) seeking any determination or ruling that might materially and
adversely affect the performance by CNHCR of its obligations under, or the
validity or enforceability of, this Agreement or otherwise be material to the
Noteholders.


Section 3.2.            Representations and Warranties of
CNHCA.  (a) CNHCA hereby represents
and warrants to CNHCR as of the date hereof and as of the Closing Date:


(i)            Organization
and Good Standing.  CNHCA has
been duly organized and is validly existing as a limited liability company in
good standing under the laws of the State of Delaware, with the power and
authority to own its properties and to conduct its business as such properties
are currently owned and 



 6
 









such business
is presently conducted, and had at all relevant times, and has, the power and
authority to acquire, own and sell the Receivables.


(ii)           Due
Qualification.  CNHCA is duly
qualified to do business as a foreign limited liability company in good
standing, and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of property or the conduct of its
business shall require such qualifications, except where the failure to be so
qualified and have such licenses and approvals would not have a material
adverse effect on the Trust Estate, CNHCA’s performance of its obligations
under the Basic Documents to which it is a party, or the business or condition
(financial or otherwise) of CNHCA or impair the validity or enforceability of
any Receivable.


(iii)          Power
and Authority.  CNHCA has the
power and authority to execute and deliver this Agreement and to carry out its
terms; CNHCA has full power and authority to sell and assign the property to be
sold and assigned to CNHCR hereby and has duly authorized such sale and
assignment to CNHCR by all necessary limited liability company action; and the
execution, delivery and performance of this Agreement have been, and the
execution, delivery and performance of each CNHCA Subsequent Transfer
Assignment have been or will be on or before the related Subsequent Transfer
Date, duly authorized by CNHCA by all necessary limited liability company
action.


(iv)          Binding
Obligation.  This Agreement
constitutes, and each CNHCA Subsequent Transfer Assignment when executed and
delivered by CNHCA will constitute, a legal, valid and binding obligation of
CNHCA enforceable against CNHCA in accordance with their terms.


(v)           No
Violation.  The consummation
of the transactions contemplated by this Agreement and the fulfillment of the
terms hereof do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under, the certificate of formation, by-laws or limited liability
company agreement of CNHCA, or any indenture, agreement or other instrument to
which CNHCA is a party or by which it is bound; or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than this Agreement); or
violate any law or, to the best of CNHCA’s knowledge, any order, rule or
regulation applicable to CNHCA of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over CNHCA or its properties.


(vi)          No
Proceedings.  There are no
proceedings or investigations pending or, to CNHCA’s best knowledge, threatened,
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over CNHCA or its properties:  (A) asserting the invalidity of this
Agreement, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, or (C) seeking any



 7
 









determination
or ruling that could reasonably be expected to materially and adversely affect
the performance by CNHCA of its obligations under, or the validity or
enforceability of, this Agreement.  As of
the date of the Underwriting Agreement, Prospectus Date and the Closing Date,
there are no legal proceedings pending against CNHCA, or of which any property
of CNHCA is subject, that are material to the Noteholders, and no such legal
proceedings are known to CNHCA to be contemplated by any governmental
authority.


(b)           CNHCA makes the following
representations and warranties as to the Receivables on which CNHCR relies in
accepting the Initial Receivables and the Subsequent CNHCA Receivables and in
transferring the Receivables to the Trust. 
Such representations and warranties speak as of the Closing Date, in the
case of the Initial Receivables, and as of the applicable Subsequent Transfer
Date, in the case of the Subsequent Receivables, but shall survive the sale,
transfer and assignment of the Receivables to CNHCR and the subsequent
assignment and transfer of such Receivables to the Trust pursuant to the Sale
and Servicing Agreement and pursuant to the Indenture:


(i)            Characteristics
of Receivables.  Each
Receivable is a Retail Installment Contract and:  (A) (1) (i) was originated in
the United States of America by a Dealer in connection with the retail sale of
Financed Equipment in the ordinary course of such Dealer’s business, and
(ii) was purchased by CNHCA from a Dealer and validly assigned by such
Dealer to CNHCA in accordance with its terms, except that some of the
Receivables were purchased by NH Credit from Dealers (after being originated as
provided above), securitized in a previous CNH Equipment Trust and purchased by
CNHCA through the exercise of a clean-up call relating to that previous
securitization, (2) was originated in the United States of America by
CNHCA in connection with the financing or refinancing, as applicable, of Financed
Equipment in the ordinary course of CNHCA’s business or (3) (i) was
originated in the United States of America in connection with the financing of
Financed Equipment in the ordinary course of a Dealer’s business, through a
program in which CIT Bank funds installment loans to consumers to enable the
consumers to purchase products distributed by such Dealer, and (ii) was
purchased by CNHCA from CIT Bank and validly assigned by CIT Bank to CNH in
accordance with its terms, and in the case of the foregoing clauses (1), (2)
and (3), was fully and properly executed by the parties thereto, (B) has
created a valid, subsisting and enforceable first priority security interest in
the Financed Equipment in favor of CNHCA except to the extent that such
security interest has been assigned by CNHCA to CNHCR, by CNHCR to the Issuing
Entity and by the Issuing Entity to the Indenture Trustee, (C) contains
customary and enforceable provisions such that the rights and remedies of the
holder thereof are adequate for realization against the collateral of the
benefits of the security, and (D) provides for fixed payments on a
periodic basis that fully amortize the Amount Financed by maturity and yield
interest at the Annual Percentage Rate.


(ii)           Schedule
of Receivables; No Adverse Selection of Receivables; Accuracy of Computer Tape.  The information set forth on Schedule A
to the CNHCA Assignment delivered on the Closing Date is true and 



 8
 









correct in all
material respects as of the opening of business on the Initial Cutoff Date and
the information set forth on Schedule A to the related CNHCA Subsequent
Transfer Assignment will be true and correct on each Subsequent Transfer Date
related to such CNHCA Subsequent Transfer Assignment.  No selection procedures believed by CNHCA to
be adverse to the interests of the Trust, the Noteholders or the
Certificateholders were or will be utilized in selecting the Receivables.  The computer tape regarding the Receivables
made available to CNHCR and its assigns is true and correct in all respects.


(iii)          Compliance
with Law.  Each Receivable and
the sale of the related Financed Equipment complied in all material respects at
the time it was originated or made and at the execution of this Agreement, and
each CNHCA Subsequent Transfer Assignment complies in all material respects,
with all requirements of applicable federal, state and local laws and
regulations thereunder, including usury law, the Federal Truth-in-Lending Act,
the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss
Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Wisconsin
Consumer Act and state adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code, and other consumer credit laws and equal credit
opportunity and disclosure laws.


(iv)          Binding
Obligation.  Each Receivable
represents the genuine, legal, valid and binding payment obligation in writing
of the Obligor, enforceable by the holder thereof in accordance with its terms.


(v)           No
Government Obligor.  None of
the Receivables is due from the United States of America or any state or from
any agency, department or instrumentality of the United States of America or
any state.


(vi)          Security
Interest in Financed Equipment. 
Immediately prior to the sale, assignment and transfer thereof, each
Receivable shall be secured by a validly perfected first priority security
interest in the Financed Equipment in favor of CNHCA as secured party or all
necessary and appropriate actions have been commenced that would result in the
valid perfection of a first priority security interest in the Financed
Equipment in favor of CNHCA as secured party.


(vii)         Receivables
in Force.  No Receivable has
been satisfied, subordinated or rescinded, nor has any Financed Equipment been
released from the Lien granted by the related Receivable in whole or in part.


(viii)        No
Amendment or Waiver.  No
provision of a Receivable has been waived, altered or modified in any respect,
except pursuant to a document, instrument or writing included in the Receivable
Files and no such amendment, waiver, alteration or modification causes such
Receivable not to conform to the other warranties contained in this Section.



 9
 









(ix)           No
Defenses.  No right of rescission,
setoff, counterclaim or defense has been asserted or threatened or exists with
respect to any Receivable.


(x)            No
Liens.  To the best of CNHCA’s
knowledge, no Liens or claims, including claims for work, labor or materials,
relating to any of the Financed Equipment have been filed that are Liens prior
to, or equal or coordinate with, the security interest in the Financed
Equipment granted by any Receivable, except those pursuant to the Basic
Documents.


(xi)           No
Default.  No Receivable is a
non-performing Receivable or has a payment that is more than 90 days overdue as
of the Initial Cutoff Date or Subsequent Cutoff Date, as applicable, and,
except for a payment default continuing for a period of not more than 90 days,
no default, breach, violation or event permitting acceleration under the terms
of any Receivable has occurred and is continuing; and no continuing condition
that with notice or the lapse of time would constitute such a default, breach,
violation or event permitting acceleration under the terms of any Receivable
has arisen; and CNHCA has not waived and shall not waive any of the foregoing.


(xii)          Title.  It is the intention of CNHCA that the
transfers and assignments contemplated herein and in the Liquidity Receivables
Purchase Agreement constitute a sale of the Receivables from CNHCA to CNHCR and
that the beneficial interest in and title to the Receivables not be part of the
debtor’s estate in the event of the filing of a bankruptcy petition by or
against CNHCA under any bankruptcy or similar law.  Immediately prior to the transfers and
assignments contemplated herein and in the Liquidity Receivables Purchase
Agreement, CNHCA had good title to each Receivable, free and clear of all Liens
and, immediately upon the transfer thereof, CNHCR shall have good title to each
Receivable, free and clear of all Liens; and the transfer and assignment of the
Receivables to CNHCR has been perfected under the UCC.


(xiii)         Lawful
Assignment.  No Receivable has
been originated in, or is subject to the laws of, any jurisdiction under which
the sale, transfer and assignment of such Receivable or any Receivable under
this Agreement, the Liquidity Receivables Purchase Agreement, the Sale and
Servicing Agreement or the Indenture is unlawful, void or voidable.


(xiv)        All Filings
Made.  All filings (including
UCC filings) necessary in any jurisdiction to give CNHCR a first priority
perfected ownership interest in the Receivables will be made on or prior to the
Closing Date.


(xv)         One
Original.  There is only one
original executed copy of each Receivable.


(xvi)        Maturity
of Receivables.  Each
Receivable has a remaining term to maturity of not more than 72 months, in the
case of the Initial Receivables, and 72 months, in the case of the
Subsequent Receivables; the



 10
 









weighted average
remaining term of the Initial Receivables is approximately 50.35 months as of
the Initial Cutoff Date; the weighted average original term of the Receivables,
including as of each Subsequent Transfer Date all Subsequent Receivables
previously transferred to CNHCR, will not be greater than 55 months.


(xvii)       Scheduled
Payments.  No Receivable has a
final scheduled payment date later than six months preceding the Final
Scheduled Maturity Date; each Receivable provides for payments that fully
amortize the Amount Financed over the original term of the Receivable, and is a
Simple Interest Receivable.


(xviii)      Insurance.  The Obligor on each Receivable is required to
maintain physical damage insurance covering the Financed Equipment in
accordance with CNHCA’s normal requirements.


(xix)         Concentrations.  No Receivable has a Statistical Contract
Value (when combined with the Statistical Contract Value of any other
Receivable with the same or an Affiliated Obligor) that exceeds 1% of the
aggregate Statistical Contract Value of all the Receivables.


(xx)          Financing.  Initial Receivables having an aggregate
Statistical Contract Value of approximately 59.61% of the Initial Aggregate
Statistical Contract Value were secured by equipment that was new at the time
the related Initial Receivable was originated; the remainder of the Initial
Receivables represent financing of used equipment; Initial Receivables having
an aggregate Statistical Contract Value of approximately 70.62% of the Initial
Aggregate Statistical Contract Value of the Initial Receivables, are
attributable to financing of agricultural equipment; the remainder of the
Initial Receivables are attributable to financing of construction and consumer
equipment.  Additionally, not more than
35% of the aggregate Contract Value of the Receivables, including, as of each
Subsequent Transfer Date, all Subsequent Receivables previously transferred to
CNHCR, will represent Contracts for the financing of construction equipment.


(xxi)         No
Bankruptcies.  No Obligor on
any Receivable as of the related Cutoff Date was noted in the related
Receivable File as being the subject of a bankruptcy proceeding.


(xxii)        No
Repossessions.  None of the
Financed Equipment securing any Receivable is in repossession status.


(xxiii)       Chattel
Paper.  Each Receivable
constitutes “chattel paper” as defined in the UCC of each State the law of
which governs the perfection of the interest granted in it and/or the priority
of such perfected interest.


(xxiv)       U.S.
Obligors.  None of the
Receivables is denominated and payable in any currency other than United States
Dollars or is due from any Person that does not have a mailing address in the
United States of America.



 11
 









(xxv)        Payment
Frequency.  As of the Initial
Cutoff Date and as shown on the books of CNHCA: 
(A) Initial Receivables having an aggregate Statistical Contract
Value equal to 51.81% of the Initial Aggregate Statistical Contract Value had
annual scheduled payments, (B) Initial Receivables having an aggregate
Statistical Contract Value equal to 2.46% of the Initial Aggregate Statistical
Contract Value had semi-annual scheduled payments, (C) Initial Receivables
having an aggregate Statistical Contract Value equal to 0.74% of the Initial
Aggregate Statistical Contract Value had quarterly scheduled payments, (D) Initial
Receivables having an aggregate Statistical Contract Value equal to 38.63% of
the Initial Aggregate Statistical Contract Value had monthly scheduled
payments, and (E) Initial Receivables having an aggregate Statistical
Contract Value equal to 6.36% of the Initial Aggregate Statistical Contract
Value had irregularly scheduled payments.


(xxvi)       Interest
Accruing.  Each Receivable,
other than those Receivables consisting of Contracts that contain interest
waivers for a specified period of time, is, as of the Closing Date or a
Subsequent Transfer Date, as applicable, accruing interest; no Receivable
contains an interest waiver extending more than 12 months after the Initial
Cutoff Date.


(xxvii)      Perfection
Representations.  CNHCA
further makes all the representations, warranties and covenants set forth in Schedule P.


Article
IV


Conditions


Section 4.1.            Conditions to Obligation of CNHCR.


               (a)             Purchased
Contracts.  The obligation of
CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the
following conditions:


(i)            Representations
and Warranties True.  The
representations and warranties of CNHCA hereunder shall be true and correct on
the Closing Date and CNHCA shall have performed all obligations to be performed
by it hereunder on or prior to the Closing Date.


(ii)           Computer
Files Marked.  CNHCA shall, at
its own expense, on or prior to the Closing Date, indicate in its computer
files that Receivables created in connection with the Purchased Contracts have
been sold to CNHCR pursuant to this Agreement and deliver to CNHCR the Schedule
of Receivables certified by the Chairman, the President, a Vice President or
the Assistant Treasurer of CNHCA to be true, correct and complete.



 12
 









(iii)          Documents to Be Delivered by CNHCA on the Closing
Date.


(A)          The CNHCA Assignment. 
On the Closing Date (but only if the Contract Value of the Purchased
Contracts is greater than zero), CNHCA will execute and deliver the CNHCA
Assignment, which shall be substantially in the form of Exhibit A.


(B)           Evidence of UCC Filing. 
On or prior to the Closing Date (but only if the Contract Value of the
Purchased Contracts is greater than zero), CNHCA shall authorize and file, at
its own expense, a UCC financing statement in each jurisdiction in which such
action is required by applicable law to fully perfect CNHCR’s right, title and
interest in the Purchased Contracts and the other property sold hereunder,
executed by CNHCA, as seller or debtor, and naming CNHCR, as purchaser or
secured party, describing the Purchased Contracts and the other property sold
hereunder, meeting the requirements of the laws of each such jurisdiction and
in such manner as is necessary to perfect the sale, transfer, assignment and
conveyance of such Purchased Contracts and such other property to CNHCR.  It is understood and agreed, however, that no
filings will be made to perfect any security interest of CNHCR in CNHCA’s
interests in Financed Equipment.  CNHCA
shall deliver (or cause to be delivered) a file-stamped copy, or other evidence
satisfactory to CNHCR of such filing, to CNHCR promptly upon CNHCA’s receipt
thereof.


(C)           Other Documents. 
CNHCA will deliver such other documents as CNHCR may reasonably request.


(iv)          Other
Transactions.  The
transactions contemplated by the Sale and Servicing Agreement to be consummated
on the Closing Date shall be consummated on such date.


(b)           Subsequent
CNHCA Receivables.  The
obligation of CNHCR to purchase any Subsequent CNHCA Receivables is subject to
the satisfaction of the following conditions on or prior to the related
Subsequent Transfer Date:


(i)            CNHCA shall have delivered to CNHCR
a duly executed written assignment in substantially the form of Exhibit B (the
“CNHCA Subsequent Transfer Assignment”), which shall include supplements to the
Schedule of Receivables listing the Subsequent CNHCA Receivables;


(ii)           CNHCA shall, to the extent required
by Section 5.2 of the Sale and Servicing Agreement, have delivered to
CNHCR for deposit in the Collection Account all collections in respect of the
Subsequent CNHCA Receivables;


(iii)          as of such Subsequent Transfer
Date:  (A) CNHCA was not insolvent
and will not become insolvent as a result of the transfer of Subsequent 



 13
 









CNHCA
Receivables on such Subsequent Transfer Date, (B) CNHCA did not intend to
incur or believe that it would incur debts that would be beyond CNHCA’s ability
to pay as such debts matured, (C) such transfer was not made with actual
intent to hinder, delay or defraud any Person and (D) the assets of CNHCA
did not constitute unreasonably small capital to carry out its business as
conducted;


(iv)          the applicable Spread Account Initial
Deposit and Principal Supplement Account Deposit, if any, for such Subsequent
Transfer Date shall have been made;


(v)           the Funding Period shall not have
terminated;


(vi)          each of the representations and
warranties made by CNHCA pursuant to Section 3.2(b) with respect to
the Subsequent CNHCA Receivables or the Subsequent Receivables shall be true
and correct as of such Subsequent Transfer Date, and CNHCA shall have performed
all obligations to be performed by it hereunder on or prior to such Subsequent
Transfer Date;


(vii)         CNHCA shall, at its own expense, on or
prior to such Subsequent Transfer Date, indicate in its computer files that the
Subsequent CNHCA Receivables identified in the related CNHCA Subsequent
Transfer Assignment have been sold to CNHCR pursuant to this Agreement and the
CNHCA Subsequent Transfer Assignment;


(viii)        CNHCA shall take any action required to
give CNHCR a first priority perfected ownership interest in the Subsequent
CNHCA Receivables on or prior to the applicable Subsequent Transfer Date;


(ix)           no selection procedures believed by
CNHCA to be adverse to the interests of CNHCR, the Trust, the Noteholders or
the Certificateholders shall have been utilized in selecting the Subsequent
CNHCA Receivables;


(x)            the addition of the Subsequent CNHCA
Receivables will not result in a material adverse tax consequence to CNHCR, the
Trust, the Noteholders or the Certificateholders;


(xi)           CNHCA shall have provided CNHCR a
statement listing the aggregate Contract Value of such Subsequent CNHCA
Receivables and any other information reasonably requested by CNHCR with
respect to such Subsequent CNHCA Receivables;


(xii)          all the conditions to the transfer of
the Subsequent CNHCA Receivables to the Issuing Entity specified in the Sale
and Servicing Agreement shall have been satisfied; and


(xiii)         CNHCA shall have delivered to CNHCR an
Officer’s Certificate confirming the satisfaction of each condition precedent
specified in 



 14
 









this clause
(b) (substantially in the form attached hereto as Annex A to the CNHCA
Subsequent Transfer Assignment).


Section 4.2.            Conditions to Obligation of CNHCA.  The obligation of CNHCA to sell the Purchased
Contracts and the Subsequent CNHCA Receivables to CNHCR is subject to the
satisfaction of the following conditions:


(a)           Representations
and Warranties True.  The
representations and warranties of CNHCR hereunder shall be true and correct on
the Closing Date or the applicable Subsequent Transfer Date with the same
effect as if then made, and CNHCR shall have performed all obligations to be
performed by it hereunder on or prior to the Closing Date or such Subsequent
Transfer Date.


(b)           Receivables
Purchase Price.  On the
Closing Date or the applicable Subsequent Transfer Date, CNHCR shall have
delivered to CNHCA the portion of the Initial Purchase Price or the Subsequent
Purchase Price, as the case may be, payable on the Closing Date or such
Subsequent Transfer Date pursuant to Section 2.5.


Article V


Covenants
of CNHCA


CNHCA agrees with CNHCR as follows; provided, however,
that to the extent that any provision of this Article conflicts with any
provision of the Sale and Servicing Agreement, the Sale and Servicing Agreement
shall govern:


Section 5.1.            Protection of Right, Title and
Interest.


(a)           Filings.  CNHCA shall cause all financing statements
and continuation statements and any other necessary documents covering the
right, title and interest of CNHCR in and to the Receivables and the other
property included in the Trust Estate to be promptly filed, and at all times to
be kept recorded, registered and filed, all in such manner and in such places
as may be required by law fully to preserve and protect the right, title and
interest of CNHCR hereunder to the Receivables, and other property sold
hereunder.  CNHCA shall deliver (or cause
to be delivered) to CNHCR file-stamped copies of, or filing receipts for, any
document recorded, registered or filed as provided above as soon as available
following such recordation, registration or filing.  CNHCR shall cooperate fully with CNHCA in
connection with the obligations set forth above and will execute any and all
documents reasonably required to fulfill the intent of this paragraph.


(b)           Name
Change.  Within 15 days after
CNHCA makes any change in its name, identity or organizational structure that
would or could reasonably be expected to make any financing statement or
continuation statement filed in accordance with paragraph (a) seriously
misleading within the applicable provisions of the UCC or any title statute,
CNHCA shall give CNHCR notice of any such change, and no later than five days
after the effective date thereof, shall file such financing statements or
amendments 



 15
 









as may be necessary to continue the
perfection of CNHCR’s interest in the property included in the Trust Estate.


(c)           Location
Change.  Within 15 days after
CNHCA makes any change to its “location” as defined in Section 9-307 of
the UCC, CNHCA shall give CNHCR notice of any such change, and no later than
five days after the effective date thereof, shall file such financing
statements or amendments as may be necessary to continue the perfection of
CNHCR’s interest in the property included in the Trust Estate


Section 5.2.            Other Liens or Interests.  Except for the conveyances hereunder and
pursuant to the Liquidity Receivables Purchase Agreement, the Sale and
Servicing Agreement, the Indenture and the other Basic Documents, CNHCA:  (a) will not sell, pledge, assign or transfer
to any Person, or grant, create, incur, assume or suffer to exist any Lien on,
any interest in, to and under the Receivables, and (b) shall defend the
right, title and interest of CNHCR in, to and under the Receivables against all
claims of third parties claiming through or under CNHCA; provided, however,
that CNHCA’s obligations under this Section shall terminate upon the
termination of the Trust pursuant to the Trust Agreement.


Section 5.3.            Jurisdiction
of Organization.  During the term of
the Receivables, CNHCA will maintain its “location” (as defined in
Section 9-307 of the UCC) in one of the States.


Section 5.4.            Costs and Expenses.  CNHCA agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties,
of CNHCR’s right, title and interest in, to and under the Receivables.


Section 5.5.            Indemnification.  CNHCA shall indemnify, defend and hold
harmless CNHCR for any liability as a result of the failure of a Receivable to
be originated in compliance with all requirements of law and for any breach of
any of its representations and warranties contained herein.  These indemnity obligations shall be in
addition to any obligation that CNHCA may otherwise have.  CNHCA shall indemnify, defend and hold
harmless CNHCR, the Issuing Entity, the Trustee and the Indenture Trustee (and
their respective officers, directors, employees and agents) from and against
any taxes that may at any time be asserted against such Person with respect to
the sale of the Purchased Contracts to CNHCR hereunder, the sale of the Owned
Contracts to CNHCR under the Liquidity Receivables Purchase Agreement or the
sale of the Receivables to the Issuing Entity by CNHCR or the issuance and
original sale of the Certificates and the Notes, including any sales, gross
receipts, general corporation, tangible personal property, privilege or license
taxes (but, in the case of CNHCR and the Issuing Entity, not including any
taxes asserted with respect to ownership of the Receivables on federal or other
income taxes arising out of the transactions contemplated by this Agreement)
and costs and expenses in defending against the same.


Section 5.6.            Transfer of Subsequent CNHCA
Receivables.  CNHCA covenants to
transfer to CNHCR, pursuant to Section 2.2, Subsequent CNHCA
Receivables with an aggregate Contract Value approximately equal to
$286,174,616.79, subject only to the availability of such Subsequent CNHCA
Receivables.



 16
 









Section 5.7.            Cross-Collateralization.  To the extent that CNHCA transfers, sells,
assigns or otherwise pledges any contract to a third party and retains any
interest in any item of Financed Equipment securing the repayment of any
Receivable, as a result of the related Obligor agreeing to cross-collateralize
all obligations owed by such Obligor to CNHCA and its assigns or otherwise,
CNHCA acknowledges and agrees that it shall obtain from such third party an
agreement that such third party’s interest in the Financed Equipment shall be
expressly subordinate and junior in priority to the repayment of all amounts
outstanding under such Receivable prior to becoming available to pay any amount
outstanding under any other obligation owed by such Obligor to such third
party.


Article
VI


Miscellaneous
Provisions


Section 6.1.            Obligations of CNHCA.  The obligations of CNHCA under this Agreement
shall not be affected by reason of any invalidity, illegality or irregularity
of any Receivable.


Section 6.2.            Repurchase Events.  CNHCA hereby covenants and agrees with CNHCR
for the benefit of CNHCR, the Indenture Trustee, the Noteholders, the Trust,
the Trustee and the Certificateholders that the occurrence of a breach of any
of CNHCA’s representations and warranties contained in Section 3.2(b),
shall constitute events obligating CNHCA to repurchase any Receivable and, with
respect to a breach of any of CNHCA’s representations and warranties contained
in Sections 3.2(b)(xvi), (xvii), (xix), (xx), (xxv)
and (xxvi), any Receivable materially and adversely affected by any such
breach (“Repurchase Events”) at the Purchase Amount from CNHCR or from the
Trust.  Except as set forth in Section 5.5,
the repurchase obligation of CNHCA shall constitute the sole remedy of CNHCR,
the Indenture Trustee, the Noteholders, the Trust, the Trustee or the
Certificateholders against CNHCA with respect to any Repurchase Event.  Section 4.6 and Section 9.1(a) of
the Sale and Servicing Agreement are hereby incorporated by reference as if
they were set forth herein.


Section 6.3.            CNHCR Assignment of Repurchased
Receivables.  With respect to all
Receivables repurchased by CNHCA pursuant to this Agreement, CNHCR shall sell,
transfer, assign, set over and otherwise convey to CNHCA, without recourse,
representation or warranty, all of CNHCR’s right, title and interest in, to and
under such Receivables, and all security and documents relating thereto.


Section 6.4.            Trust.  CNHCA acknowledges and agrees that:  (a) CNHCR will, pursuant to the Sale and
Servicing Agreement, sell the Receivables to the Trust and assign its rights
under this Agreement to the Trust, (b) the Trust will, pursuant to the
Indenture, assign such Receivables and such rights to the Indenture Trustee and
(c) the representations, warranties and covenants contained in this
Agreement and the rights of CNHCR under this Agreement, including under Section 6.2,
are intended to benefit the Trust, the Certificateholders, the Counterparty and
the Noteholders.  CNHCA hereby consents
to all such sales and assignments and agrees that enforcement of a right or
remedy hereunder by the Indenture Trustee shall have the same force and effect
as if the right or remedy had been enforced or executed by CNHCR.



 17
 









Section 6.5.            Amendment.  This Agreement may be amended from time to
time, with prior written notice to the Rating Agencies and the Counterparty, by
a written amendment duly executed and delivered by CNHCA and CNHCR, without the
consent of the Noteholders or the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions in this Agreement or for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that
such amendment will not as evidenced by an Officer’s Certificate, adversely
affect in any material respect the interest of any Noteholder or
Certificateholder.  An amendment shall be
deemed not to adversely affect in any material respect the interests of any
Class of Notes if the Rating Agency Condition has been satisfied with respect
to such amendment for such Class of Notes. 
Notwithstanding anything herein to the contrary, any term or provision
of this Agreement may be amended by CNHCA and CNHCR without the consent of the
Certificateholders, the Noteholders or any other Person to add, modify or
eliminate any provisions as may be necessary or advisable in order to comply
with or obtain more favorable treatment under or with respect to any law or
regulation or any accounting rule or principle (whether now or in the future in
effect); it being a condition to any such amendment that the Rating Agency
Condition shall have been satisfied.


This Agreement may also be amended from time to time by CNHCA and
CNHCR, with prior written notice to the Rating Agencies and the Counterparty,
with the written consent of (x) Noteholders holding Notes evidencing at
least a majority of the Note Balance and (y) the Certificateholders
evidencing not less than 50% of the beneficial interest in the Trust, for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the
rights of the Noteholders or the Certificateholders; provided, however,
that no such amendment may: 
(i) reduce the interest rate or principal of any Note or
Certificate, or delay the Class Final Scheduled Maturity Date of any Note or
(ii) reduce the aforesaid percentage of the Notes and Certificates that
are required to consent to any such amendment, without the consent of the
holders of all the outstanding Notes and Certificates affected thereby.


It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.


If any amendment or supplement would either: (1) materially and
adversely affect any of the Counterparty’s rights or obligations under the
Interest Rate Swap Agreement or any other Basic Document; or (b) materially and
adversely modify the obligations of, or materially and adversely impact the
ability of, the Trust to fully perform any of the Trust’s obligations under the
Interest Rate Swap Agreement, the Trust and the Indenture Trustee shall be
required to first obtain the written consent of the Counterparty before
entering into any such amendment or supplement. 
In addition, the Counterparty  has
the right to receive 10 days prior notice to any amendment or supplement to
this Agreement.


Section 6.6.            Accountants’ Letters.  (a) A firm of Independent certified
public accountants will review the characteristics of the Receivables described
in the Schedule of Receivables and will compare those characteristics to the
information with respect to the Receivables contained in the Prospectus, (b) CNHCA
will cooperate with CNHCR and such



 18
 









accounting firm in making available all information and taking all
steps reasonably necessary to permit such accounting firm to complete the
review set forth in clause (a) and to deliver the letters required of them
under the Underwriting Agreement, and (c) such accounting firm will
deliver to CNHCR a letter, dated the date of the Prospectus, in the form
previously agreed to by CNHCA and CNHCR, with respect to the financial and
statistical information contained in the Prospectus and with respect to such
other information as may be agreed in the form of the letter.


Section 6.7.            Waivers.  No failure or delay on the part of CNHCR in
exercising any power, right or remedy under this Agreement, the CNHCA
Assignment or any CNHCA Subsequent Transfer Assignment shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or further exercise thereof or the exercise
of any other power, right or remedy.


Section 6.8.            Notices.  All demands, notices and communications under
this Agreement shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given
upon receipt:  (a) in the case of
CNHCA, to CNH Capital America LLC, 100 South Saunders Road, Lake Forest,
Illinois 60045, Attention:  Treasurer
(telephone (847) 735-9200); (b) in the case of CNHCR, 100 South
Saunders Road, Lake Forest, Illinois 60045, Attention:  Treasurer (telephone (847) 735-9200);
(c) in the case of the Rating Agencies, at their respective addresses set
forth in Section 10.3 of the Sale and Servicing Agreement; (d) in the
case of the Counterparty, to Credit Suisse International, One Cabot Square, London E14 4QJ, England, Attention:
(1) Head of Credit Risk Management; (2) Managing Director - Operations
Department; (3) Managing Director - Legal Department, Telex No.: 264521,
Answerback: CSI G, with a copy to: Facsimile
No.: 44 20 7888 2686, Attention: Managing Director - Legal Department, telephone
number for oral confirmation of receipt of facsimile in legible form: 44 20
7888 2028; or, as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.


Section 6.9.            Costs and Expenses.  CNHCA will pay all expenses incident to the
performance of its obligations under this Agreement and CNHCA agrees to pay all
reasonable out-of-pocket costs and expenses of CNHCR, excluding fees and
expenses of counsel, in connection with the perfection as against third parties
of CNHCR’s right, title and interest in, to and under the Receivables and the
enforcement of any obligation of CNHCA hereunder.


Section 6.10.          Representations of CNHCA and CNHCR.  The respective agreements, representations,
warranties and other statements by CNHCA and CNHCR set forth in or made
pursuant to this Agreement shall remain in full force and effect and will
survive the closing under Section 2.4.


Section 6.11.          Confidential Information.  CNHCR agrees that it will neither use nor
disclose to any Person the names and addresses of the Obligors, except in
connection with the enforcement of CNHCR’s rights hereunder, under the
Receivables, under the Sale and Servicing Agreement or the Indenture or any
other Basic Document or as required by any of the foregoing or by law.


Section 6.12.          Headings and Cross-References.  The various headings in this Agreement are
included for convenience only and shall not affect the meaning or
interpretation



 19
 









of any provision of this
Agreement.  References in this Agreement
to Section names or numbers are to such Sections of this Agreement unless
otherwise expressly indicated.


Section 6.13.          Governing
Law.  This Agreement, the CNHCA
Assignment, and each CNHCA Subsequent Transfer Assignment shall be construed in
accordance with the laws of the State of New York, and the obligations, rights
and remedies of the parties hereunder or thereunder shall be determined in
accordance with such laws.


Section 6.14.          Counterparts.  This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute but one and
the same instrument.


Section 6.15.          Severability.  Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


Section 6.16.          Information Requests.  The parties hereto shall provide any
information reasonably requested by the other party or any of their Affiliates,
at the expense of such party, in order to comply with or obtain more favorable
treatment under any current or future law, rule, regulation, accounting rule or
principle.


(signature pages follow)



 20














IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized as of the date and year
first above written.


	
  

  	
  CNH CAPITAL RECEIVABLES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian J.
  O’Keane

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian J. O’Keane

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian J.
  O’Keane

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian J. O’Keane

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 
















EXHIBIT A

to Purchase Agreement


FORM OF

CNHCA ASSIGNMENT


For value received, in accordance with and subject to the Purchase
Agreement dated as of March 1, 2007 (the “Purchase Agreement”), between the
undersigned and CNH Capital Receivables LLC (“CNHCR”), the undersigned does
hereby sell, assign, transfer, set over and otherwise convey unto CNHCR,
without recourse, all of its right, title, interest in, to and under:  (a) the Purchased Contracts, which are
listed on Schedule A hereto, including all documents constituting
chattel paper included therewith, and all obligations of the Obligors
thereunder, including all monies paid thereunder on or after the Initial Cutoff
Date, (b) the security interests in the Financed Equipment granted by
Obligors pursuant to the Purchased Contracts and any other interest of the
undersigned in such Financed Equipment, (c) any proceeds with respect to
the Purchased Contracts from claims on insurance policies covering Financed
Equipment or Obligors, (d) any proceeds from recourse to Dealers with
respect to the Purchased Contracts, (e) any Financed Equipment that shall
have secured the Purchased Contracts and that shall have been acquired by or on
behalf of CNHCR, and (f) the proceeds of any and all of the foregoing.  The foregoing sale does not constitute and is
not intended to result in any assumption by CNHCR of any obligation of the
undersigned to the Obligors, insurers or any other person in connection with
the Purchased Contracts, Receivables Files, any insurance policies or any
agreement or instrument relating to any of them.


This CNHCA Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed in all respects by the Purchase
Agreement.


Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Purchase Agreement.



 A-1
 









IN WITNESS WHEREOF, the undersigned has caused this CNHCA Assignment to
be duly executed as of March 1, 2007.


	
  

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 



 A-2














SCHEDULE A

to CNHCA Assignment


SCHEDULE OF PURCHASED CONTRACTS

[ON FILE WITH THE INDENTURE TRUSTEE AND INCORPORATED BY

REFERENCE HEREIN.]



 S-1















EXHIBIT B

to Purchase Agreement


FORM OF

CNHCA SUBSEQUENT TRANSFER ASSIGNMENT


For value received, in accordance with and subject to the Purchase
Agreement dated as of March 1, 2007 (the “Purchase Agreement”), between CNH
Capital America LLC, a Delaware limited liability company (“CNHCA”), and CNH
Capital Receivables LLC, a Delaware limited liability company (“CNHCR”), CNHCA
does hereby sell, transfer, assign, set over and otherwise convey to CNHCR,
without recourse, all of its right, title, interest in, to and under:  (a) the Subsequent CNHCA Receivables,
with an aggregate Contract Value equal to $[  ], listed on Schedule A
hereto, including all documents constituting chattel paper included therewith,
and all obligations of the Obligors thereunder, including all monies paid
thereunder on or after the Subsequent Cutoff Date, (b) the security
interests in the Financed Equipment granted by Obligors pursuant to such
Subsequent CNHCA Receivables and any other interest of CNHCA in such Financed
Equipment, (c) any proceeds with respect to such Subsequent CNHCA
Receivables from claims on insurance policies covering Financed Equipment or
Obligors, (d) any proceeds from recourse to Dealers with respect to such
Subsequent CNHCA Receivables, (e) any Financed Equipment that shall have
secured any such Subsequent CNHCA Receivables and that shall have been acquired
by or on behalf of CNHCR, and (f) the proceeds of any and all of the
foregoing.  The foregoing sale does not
constitute and is not intended to result in any assumption by CNHCR of any
obligation of CNHCA to the Obligors, insurers or any other person in connection
with such Subsequent CNHCA Receivables, Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.


This CNHCA Subsequent Transfer Assignment is made pursuant to and upon
the representations, warranties and agreements on the part of CNHCA contained
in the Purchase Agreement (including the Officer’s Certificate of CNHCA
accompanying this Agreement) and is to be governed in all respects by the
Purchase Agreement.


Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to them in the Purchase Agreement.



 B-1
 









IN WITNESS WHEREOF, the undersigned has caused this CNHCA Subsequent
Transfer Assignment to be duly executed as of the    day of               , 2007.


	
  

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 B-2
 









SCHEDULE
A

to CNHCA Subsequent Transfer Assignment


SCHEDULE OF SUBSEQUENT CNHCA
RECEIVABLES

[ON FILE WITH THE INDENTURE TRUSTEE AND INCORPORATED BY

REFERENCE HEREIN.]



 B-3
 









ANNEX A


to
CNHCA Subsequent Transfer Assignment


OFFICER’S CERTIFICATE


I, the undersigned officer of CNH Capital America LLC (the “Company”),
do hereby certify, pursuant to Section 4.1(b)(xiii) of the Purchase Agreement
dated as of March 1, 2007, among the Company, and CNH Capital Receivables LLC
(the “ Purchase Agreement “), that (i) all of the conditions precedent to the
transfer to CNHCR of the Subsequent CNHCA Receivables listed on Schedule A to
the CNHCA Subsequent Transfer Assignment delivered herewith, and the other
property and rights related to such Subsequent CNHCA Receivables as described
in Section 2.2 of the Purchase Agreement, have been satisfied on or prior to
the related Subsequent Transfer Date and (ii) each statement of fact set forth
in any officer’s certificate executed by an officer of the Company in
connection with an Opinion of Counsel delivered on the Closing Date with
respect to a transfer of, or a security interest in, the Receivables shall be
true and correct as of the date hereof with respect to the Subsequent CNHCA
Receivables listed on the aforementioned Schedule A.


Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Purchase Agreement.


IN WITNESS WHEREOF, the undersigned has caused this certificate to be
duly executed this day of , 2007.


	
  

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 



 B-4














Schedule
P


1.                                       General.  The
Purchase Agreement creates, or with respect to Receivables that are Subsequent
Receivables upon the transfer of such Subsequent  Receivables pursuant to
the Subsequent Transfer Assignment will create, a valid and continuing security
interest (as defined in the UCC) in the Receivables in favor of CNHCR, which,
(a) is enforceable upon execution of the Purchase Agreement against creditors
of and purchasers from CNHCA, as such enforceability may be limited by
applicable debtor relief laws, now or hereafter in effect, and by general
principles of equity (whether considered in a  suit at law or in equity),
and (b) upon filing of the financing statements described in clause 4 below
will be prior to all other Liens (other than Liens permitted pursuant to clause
3 below).


2.                                       General.  The
Receivables constitute “tangible chattel paper” within the meaning of UCC
Section 9-102.  CNHCA has taken all steps necessary to perfect its
security interest against the Obligor in the Financed Equipment securing the
Receivables.


3.                                       Creation.  Immediately
prior to the conveyance of the Receivables pursuant to the Purchase Agreement,
CNHCA owns and has good and marketable title to, or has a valid security
interest in, the Receivables free and clear of any Lien, claim or encumbrance
of any Person.


4.                                       Perfection.  CNHCA
has caused or will have caused, within ten days of the Closing Date, the filing
of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest granted to CNHCR under the Purchase Agreement in the
Receivables.  With respect to the Receivables that constitute tangible
chattel paper, CNHCA has in its possession the original copies of such tangible
chattel paper that constitute or evidence the Receivables, and CNHCA has
caused, or will have caused within ten days of the effective date of the
Purchase Agreement, the filing of financing statements against CNHCA and such
originator in favor of CNHCR in connection herewith describing such Receivables
and containing a statement that: “A purchase of or security interest in any
collateral described in this financing statement will violate the rights of the
Secured Party/Buyer.”


5.                                       Priority. 
Other than the security interests granted to CNHCR pursuant to the Purchase
Agreement and the Liquidity Receivables Purchase Agreement, CNHCA has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Receivables.  CNHCA has not authorized the filing of and is not
aware of any financing statements against CNHCA that include a description of
collateral covering the Receivables other than any financing statement (i)
relating to the security interests granted to CNHCR under the Purchase Agreement
and the Liquidity Receivables Purchase Agreement (ii) that has been terminated,
or (iii) that has been granted pursuant to the terms of the Basic
Documents.  None of the tangible chattel paper that constitutes or
evidences the Receivables has any marks or notations indicating that they have
pledged, assigned or otherwise conveyed to any Person other than Indenture
Trustee.



 P-1